Francisco L. Borges
ASSURED GUARANTYAbout Francisco L. Borges
Francisco L. Borges, age 73, has served on Assured Guaranty Ltd.’s (AGL) board since August 2007 and as Chair of the Board since May 2015. He is a retired partner of Ares Management Corporation and former Chair and Managing Partner of Landmark Partners, with prior roles including Managing Director at GE Capital’s Financial Guaranty Insurance Company and public service as Treasurer of the State of Connecticut and Deputy Mayor of Hartford. Borges is designated independent under NYSE rules and the company’s Corporate Governance Guidelines, and currently chairs the Nominating & Governance and Executive Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ares Management Corporation | Retired Partner; former Chair of Ares Secondaries Group | Through 2021 (Ares acquisition of Landmark) | Private markets secondaries experience supporting AGO’s asset-management and alternatives strategy |
| Landmark Partners, LLC | Chair & Managing Partner | 1999–2021 | Alternatives leadership; firm acquired by Ares in 2021 |
| GE Capital – Financial Guaranty Insurance Company | Managing Director | Prior to 1999 (not dated) | Direct expertise in financial guaranty insurance |
| State of Connecticut | Treasurer | Not dated | Public finance leadership |
| City of Hartford, CT | Deputy Mayor | Not dated | Public sector governance |
| Jefferies Financial Group Inc. | Director | 2013–2022 | Audit Committee; Nominating & Corporate Governance Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clipper Funds Trust | Trustee | Current | Mutual fund governance (investment oversight) |
| Davis New York Venture Fund, Inc.; Davis Series, Inc.; Davis Variable Account Fund, Inc.; Selected American Shares, Inc.; Selected International Fund, Inc. | Director | Current | Davis Selected Funds directorships; committee service noted previously on Pricing Committee (2024 proxy) |
| Hartford HealthCare Corporation | Director | Current | Health system governance |
| Millbrook School | Board of Trustees | Current | Education nonprofit governance |
| Knight Foundation | Board of Trustees | Former Chair | Philanthropy governance |
Board Governance
- Independence: Identified as independent under NYSE and AGL Corporate Governance Guidelines (asterisk notation). Chair of Board since May 2015; committees: Nominating & Governance (Chair), Executive (Chair) .
- Leadership structure: Chair and CEO roles are separated (since IPO), Borges sets the final board agenda and chairs executive sessions without management present .
- Committee structure and meetings in 2024: Board 4; Audit 5; Compensation 4; Finance 4; Nominating & Governance 4; Risk Oversight 4; Executive 0 meetings . In 2023, the same pattern with Executive Committee at 0; all but one director attended at least 75% of meetings (no attendance issues disclosed for Borges) .
- Election support (2025 AGM): Borges received 42,641,097 For; 1,202,322 Against; 23,052 Abstain; broker non-votes 2,495,995 (approx. 97.2% For of votes cast excluding broker non-votes) .
- Say-on-Pay (2025 AGM): 35,109,082 For; 8,732,374 Against; 25,015 Abstain; broker non-votes 2,495,995 (approx. 80.0% For of votes cast excluding broker non-votes), indicating moderate shareholder support for executive pay structure .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) | Notes |
|---|---|---|---|
| Annual Director Retainer (policy) | 265,000 | 265,000 | At least $145,000 paid in restricted shares; up to 100% may be taken in restricted shares |
| Chair of Board Fee (policy) | 225,000 | 225,000 | Recognizes strategic role and time commitment |
| Committee Chair Fees (policy) | 30,000–40,000 | 30,000–40,000 | Audit/Comp: $40k; ES/Finance/NG/Risk: $30k; members: $15k |
| Executive Committee Fees (policy) | 0 | 0 | No fees for chair or members |
| Meeting Fees (policy) | 0 | 0 | $2,000 cash at Chair’s discretion for extraordinary/special meetings; none in 2024 |
| Borges – Actual Director Compensation | 2023 ($) | 2024 ($) | Detail |
|---|---|---|---|
| Fees Earned or Paid in Cash | 345,000 | 345,000 | Elected to receive entire cash component as restricted shares |
| Share Awards (Grant-date fair value) | 145,000 | 145,000 | Restricted shares; dividends accrue and are paid on vest |
| All Other Compensation | 16,406 | 27,504 | Matching gifts, spousal travel reimbursement, U.K. tax prep |
| Total | 506,406 | 517,504 |
- Borges waived any additional fee for chairing the Nominating & Governance Committee due to overlap with Board Chair responsibilities; he also performs substantial work with the Compensation Committee on executive pay without a fee. He elected to receive 100% of the cash portion of his director compensation as restricted shares, strengthening alignment .
- Vesting and change-in-control: Director restricted shares vest the day prior to the next AGM; accelerate upon change in control or director death/disability; dividends accrue and pay upon vesting .
Performance Compensation
- Directors at AGL do not receive performance-based equity (no PSUs/options for directors); compensation is cash retainers and time-vested restricted shares .
| Performance-Linked Elements for Directors | 2023 | 2024 | Notes |
|---|---|---|---|
| PSUs/Options Granted to Borges | None | None | Director equity is restricted shares only |
| Meeting-Based Fees | None | None | Extraordinary/special meeting fees discretionary; none in 2024 |
Executive compensation metrics (context only; not applicable to directors): Company uses ABV PSUs, Relative TSR PSUs, and RSUs for executives; example 2024 CEO grant sizing and GAAP values shown, but directors are excluded from these programs .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock Notes |
|---|---|---|---|
| Davis mutual fund complex (multiple entities) | Asset management | Director/Trustee; prior Pricing Committee service | Overlapping asset-management exposure; no related-party transactions disclosed with AGO |
| Hartford HealthCare Corporation | Healthcare | Director | Nonprofit governance; no related-party transactions disclosed |
| Millbrook School | Education | Trustee | Nonprofit governance |
| Knight Foundation | Philanthropy | Former Chair, Board of Trustees | Nonprofit governance |
| Jefferies Financial Group Inc. | Financial services | Former Director (Audit; Nominating & Governance) | Ended 2022; no current interlock with AGO disclosed |
Expertise & Qualifications
- Finance and investment management expertise (Ares/secondaries; Landmark alternatives) and direct experience in structuring/marketing financial guaranty insurance (GE FGIC) .
- Public finance perspective from prior State Treasurer/Deputy Mayor roles .
- Qualification alignment: AGO highlights his insights as useful for increasing asset-management-related earnings and investments in alternative assets—areas central to the company strategy .
Equity Ownership
| Metric | As of Mar 8, 2024 | As of Mar 7, 2025 | Notes |
|---|---|---|---|
| Common Shares Beneficially Owned | 283,118 | 290,403 | Below 1% of shares outstanding; only CEO exceeds 1% |
| Unvested Restricted Common Shares | 9,376 | 5,829 | 2024 awards vest one day prior to 2024 AGM; 2025 table shows outstanding as of Dec 31, 2024 |
| RSUs | — | — | Directors do not hold RSUs at AGO |
- Ownership guidelines: Minimum $600,000 market value (5x max cash portion of retainer). Borges meets ownership guidelines; newer directors (Batten, Radtke, Shea) are accumulating; new nominee Ursano not yet subject .
- Pledging/hedging: No pledging by Borges disclosed (CEO Frederico disclosed pledging in 2024 proxy); no hedging/pledging restrictions specific to Borges otherwise noted .
Governance Assessment
-
Strengths:
- Independent Chair since 2015; separate Chair/CEO roles; Borges leads executive sessions and sets agendas—enhancing oversight and board effectiveness .
- High alignment: Borges elected to receive 100% of cash compensation in restricted shares; waived committee chair/member fees—reducing potential pay inflation and signaling alignment .
- Relevant expertise: Deep alternatives/secondaries and public finance background aligned with AGO’s strategic priorities (asset-management earnings; alternative investments) .
- Attendance/engagement: Board met regularly; no attendance issue disclosed for Borges; Executive Committee convened zero meetings, consistent with policy and no fees .
-
Risks/Watch Items:
- Outside commitments: Multiple external board roles (Davis fund complex; Hartford HealthCare; nonprofit boards) increase time demands—monitor for any impact on attendance/engagement; no 2023–2024 concerns disclosed .
- Interlocks/Related-party exposure: No related-party transactions disclosed involving Borges; maintain surveillance given asset-management ties to Davis funds and prior Ares/Landmark affiliation .
- Shareholder sentiment: 2025 Say-on-Pay support ~80% indicates some investor scrutiny of pay practices (executive, not director), which may elevate governance expectations for the Chair’s oversight of compensation .
-
RED FLAGS:
- None disclosed specific to Borges regarding attendance shortfalls, pledging, related-party transactions, or fee anomalies. Executive Committee held zero meetings and receives no fees; Borges waived committee fees .
Overall: Borges presents as a governance-strengthening independent Chair with high ownership alignment and relevant financial expertise, with manageable watch items around external commitments and continued oversight of pay practices in light of investor feedback .